exhibit42.htm


    CERTIFICATE
OF DESIGNATION,

    PREFERENCES
AND RIGHTS

    OF

    SERIES C
CONVERTIBLE PREFERRED STOCK

    OF

    FORTERUS,
INC.

    


    Forterus,
Inc., a corporation organized and existing under the laws of the State of Nevada
(the “CORPORATION"), hereby certifies that the Board of Directors of the
Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant to authority of
the Board of Directors, and in accordance with the provisions of its Certificate
of Incorporation  and Bylaws,  has and hereby authorizes a
series of the
Corporation's  previously  authorized  Preferred
Stock, par value $0.001 per share (the
"PREFERRED  STOCK"),  and hereby states the designation and
number of shares, and fixes the rights,
preferences,  privileges,  powers and restrictions thereof,
as follows:

    


                     SERIES
C PREFERRED STOCK DESIGNATION AND AMOUNT

    


               13,000,000
shares of the  authorized  and  un-issued
Preferred Stock of the Corporation,  Par Value $.001,  are
hereby  designated as "SERIES C CONVERTIBLE PREFERRED STOCK", with the
following rights,  preferences, powers, privileges, restrictions,
qualifications and limitations:

    


    1. Liquidation
Rights.

    


          Upon
the voluntary or involuntary dissolution, liquidation or winding up of the
corporation, the assets of the corporation available for distribution to its
shareholders shall be distributed in the following order and
amounts:

    


    a.
General.

    


          (i)  Series
C Stock and Common Stock.  Subject to payment in full of
preferential liquidation rights granted to any other Series of Preferred Stock,
the holders of shares of Series C Stock and the holders of Common Stock shall be
entitled to receive $1.00, appropriately adjusted for any stock dividend, split
or combination of such Series C Stock or Common Stock for each outstanding share
of Series C Stock or Common Stock held by them (the “Series C Stock and Common
Stock
Liquidation   Amount").  If  the  assets  of  the  corporation  shall  be
insufficient  to permit the payment of the full Series C Stock and
Common  Stock
Liquidation   Amount,   then  the  assets  of  the  corporation   available  for
distribution  shall
be  distributed  ratably  among
the  holders of the Series C Stock and the holders of Common Stock in
the same  proportions  as the aggregate of the Series C
Stock and Common Stock Liquidation Amount each such holder would
otherwise  be entitled to receive  bears to the
total  Series C Stock and Common
Stock  Liquidation  Amount that would  otherwise
be payable to all such holders, and no further  distribution to
other  shareholders of the corporation  shall be made. Upon
the completion of the preferential rights granted for any subsequent
series  of  Preferred  Stock  and
the  full  Series  B
Stock  and  Common  Stock Liquidation Amount, if
assets remain in the corporation, such remaining assets shall be distributed as
set forth in Section 1.a.(ii).

    


    (ii)
Participation. Subject to the payment in full of any preferred rights granted
for any subsequent series of Preferred Stock, and the payment in full of the
Series C Stock and Common Stock Liquidation  Amount as provided in
Section 1 a (i), if assets  remain in
the  corporation,  such  remaining  assets  shall
be distributed  to
the  holders  of  shares  of  Series
C Stock  and  Common  Stock together, who shall
each be entitled to receive their Pro Rata Amount; provided, that the rights of
the holders of shares of Series C Stock and Common  Stock are
subject  to
any  preferential  rights  granted  for  any  subsequent  series  of
Preferred  Stock.  "Pro Rata Amount"  means that
portion of remaining  assets to which a group would be
entitled  based on its percentage of the number of shares of Common
Stock  outstanding and the number of shares of Common Stock into which
the outstanding shares of Series C Stock could then be converted.

    


    b.  Treatment  of  Sales
of  Assets  or  Acquisitions.  The
sale of all or substantially  all of the assets of
the  corporation  or the  acquisition of the
corporation  by another entity by means of
merger,  consolidation  or otherwise,
resulting  in the  exchange of
the  outstanding  shares of
the  corporation  for securities of or
consideration  issued, or caused to be issued, by the acquiring entity
or any of its affiliates,  shall be regarded as a
liquidation  within the meaning of this Section 1.

    


    c.
Distributions Other Than Cash.  Whenever the distribution
provided for in this  Section 1 shall be payable
in  property  other than cash,  the value of such
distribution  shall be the fair market value of such property as
determined in good faith by the board of directors.

    


    2. Designation of Series C
Convertible Preferred Stock

    


    a.
Designation

    


    The
Series C Convertible Preferred Stock, consisting of 13,000,000 shares,
authorized herein, shall be designated herein as the “Series C
Stock".  The rights, preferences, privileges and restrictions of the
Series C Stock are as described herein.

    


    b.
Dividends

    


    
      	
              (i)  

            	
              The
      Series C Preferred Stock shall be paid a dividend equal to an annual rate
      6%.  The dividend shall be paid, in arrears, on the 5th
      of each month.  Such dividends are payable in Cash or Common
      Stock at the Company’s election.  If paid in Common Stock, then
      the conversion price shall be equal to the market price on the last
      trading day of the month from such dividend period.  For
      example, if the closing price on June 30, 2008 was $.01 then the dividend
      payment for June 2008 would be converted at a rate of $.01 per share and
      paid on July 5, 2008.

            


    

    
      	
              (ii)  

            	
               At
      the election of the Company, the dividend payments may be
      deferred.  If the payments are deferred, then the amount
      deferred may be issued in cash or stock at a later date.  If the
      amount is paid in stock then the conversion price shall be equal to the
      conversion price if such amount was not deferred.  If the
      deferred is not paid or converted within thirty (30) calendar days, then
      the deferred amount shall accrue interest at the rate of 6% per annum
      until paid.

            


    

    


    


    


    c. Voting
Power

    


    Except as
provided by applicable law and paragraph (k) below, the Holders of the Preferred
Shares shall have no voting rights with respect to the business, management or
affairs of the Corporation. The Corporation shall provide each Holder with prior
notification of each meeting of stockholders (and copies of proxy statements and
other information sent to such stockholders).

    


    d. Liquidation
Rights

    


    Upon the
voluntary or involuntary dissolution, liquidation or winding up of the
corporation, the assets of the corporation available for distribution to its
shareholders shall be distributed in the order and amounts described in Section
1.

    


    e.  Redemption.  MZYH
shall redeem the Series Preferred from the Shareholders no later than July 31,
2018 (“Mandatory Redemption Date”).  MZYH may redeem all or part of
the Series C Preferred Stock prior to July 31 2018.

    


    f. Payment of Mandatory
Redemption Price.

    


                     (i)      The
Corporation shall pay the Mandatory Redemption Price to the Holder exercising
its right to redemption within five (5) Business Days following the Mandatory
Redemption Date.  Upon the redemption of a Preferred Share, payment of
the Mandatory Redemption Price to the Holder thereof will be effected
simultaneously with the return of such share by such Holder to the
Corporation.

    


                     (ii)     If
the Corporation fails to pay the Mandatory Redemption Price to a Holder within
five (5) Business Days of the Mandatory Redemption Date and so long as such
Holder has tendered its Preferred Shares to the Corporation, such Holder shall
be entitled to interest thereon, from and after the Mandatory Redemption Date
until the Mandatory Redemption Price has been paid in full, at an annual rate
equal to 19%.

    


                     (iii)    If
the Corporation fails to pay the Mandatory Redemption Price within ten (10)
Business Days of the Mandatory Redemption Date, then the Holder shall have the
right at any time, so long as the Corporation remains in default, to require the
Corporation, upon written notice, to immediately issue, in lieu of the Mandatory
Redemption Price, the number of shares of Common Stock of the Corporation equal
to the Mandatory Redemption Price divided by the closing market price on the
tenth business day from the Mandatory Redemption Date, such Conversion Price to
be reduced by one percent (1%) for each day beyond such 10th Business Day in
which the failure to pay the Mandatory Redemption Price continues; provided,
however, that the maximum percentage by which such Conversion Price may be
reduced hereunder shall be fifty percent (50%).

    


    (iv)    If the
Corporation fails to pay the Mandatory Redemption Price within fifteen (15)
Business Days of the Mandatory Redemption Date, then the Holder shall have the
right at any time, so long as the Corporation remains in default, to require the
Corporation, upon written notice, to immediately issue, the holders the shares
of ABTTC in exchange for the Series C Preferred Stock.  If the holders
request the ABTTC shares such exchange shall be based on the percentage
currently owned by the holders.  For example, if 1,000,000 shares have
been redeemed and/or converted, the Company shall retain the percentage of the
ABTTC shares that would have corresponded with the 1,000,000 redeemed and/or
converted.

    


    f. Conversion
Rights

    


    The
holders of the Series C Stock shall have the following rights with respect to
the conversion of Series C Stock into shares of Common Stock:

    


    (1).
Voluntary Conversion. Shares of the Series C Stock may, at the option of the
holder at any time, be converted into two (2) shares of fully paid and
non-assessable shares of Common Stock.

    


    (2).  Extraordinary  Common
Stock Events.  The corporation shall not issue shares of its
Common  Stock as a
dividend  on  outstanding  Common  Stock
of the
corporation  or  subdivide  outstanding  shares
of its Common Stock in a greater number of shares of Common Stock unless the
corporation  shall have obtained the express
written  consent of the holders of the outstanding  Series C
Stock prior to the effective  time of such event.  The
number of shares of Common Stock into which the Series C Stock may be
converted  as  described in Section  c.(1) shall
not be adjusted or otherwise  affected by a
subdivision  of  outstanding  Common Stock into a
lesser number of shares of Common Stock of the corporation.

    


    (3)  Exercise  of  Conversion   Privilege.   To  exercise  its  conversion
privilege,  each holder of Series C Stock
shall  surrender  the  certificate  or
certificates  representing  the shares being converted to
the corporation at its principal  office,  and shall
give  written  notice to
the  corporation  at that office that such
holder  elects to convert such  shares.  Such
notice shall also state the name or names (with address or addresses) in which
the certificate or certificates  for shares of Common Stock issuable
upon such conversion  shall be issued. The certificate or certificates
for shares of Series C Stock surrendered
for  conversion  shall  be  accompanied  by  proper  assignment  thereof  to
the corporation  or in blank.  The date when such written
notice is received by the corporation,  together with
the  certificate
or  certificates  representing  the shares of
Series C Stock  being  converted,  shall be
the  "Series C  Conversion Date."
As  promptly  as  practicable  after the
Series C  Conversion  Date,  the
corporation  shall issue and shall deliver to the holder of the shares
of Series
C  Stock  being  converted,   or  on  its  written  order  such  certificate  or
certificates  as it may request for the number of
whole  shares of Common  Stock issuable upon the conversion
of such shares of Series C Stock in accordance with the provisions of this
Section 2e, cash in the amount of all declared and unpaid
dividends  on such  shares of Series C Stock up to
and  including  the  Series C
Conversion  Date.  Such  conversion  shall  be  deemed  to  have  been  effected
immediately  prior to the close of business on the Series C Conversion
Date, and at such time the  rights of
the  holder  as  holder of
the  converted  shares of Series C Stock  shall
cease and the person or persons in whose name or names any
certificate  or  certificates  for shares of
Common Stock shall be issuable upon such  conversion  shall
be deemed to have become the holder or holders of record of the shares of Common
Stock represented thereby.

    


    (4)  Fractional  Shares.  No  fractional  shares
of Common  Stock or scrip representing  fractional shares
shall be issued upon the conversion of shares of Series C Stock. The
determination as to whether or not any fractional shares are
issuable  shall be based upon the total number of shares of Series C
Stock being converted at any one time by any holder thereof, not upon each share
of Series C Stock being converted.

    


    (5)  Partial  Conversion.  In
the event  some but not all of the shares of Series C
Stock  represented  by a certificate
or  certificates  surrendered by a holder
are  converted,  the  corporation  shall
execute and deliver to or on the order of the  holder,  at
the  expense  of the  corporation,  a
new  certificate representing the shares of Series C Stock that were
not converted.

    


    (6)  Reservation  of  Common  Stock.  The  corporation  shall
at all times reserve and keep available out of its authorized but
un-issued  shares of Common Stock,  solely for the purpose
of effecting the  conversion of the shares of the Series C
Stock,  such number of its shares of Common Stock as shall from time
to time be sufficient to effect the  conversion  of
all  outstanding  shares of the Series C Stock and, if at
any time the number of authorized but un-issued shares of Common Stock shall not
be  sufficient  to effect
the  conversion  of all then
outstanding  shares  of the  Series C
Stock,  the  corporation  shall  take
such corporate  action as may be necessary to increase
its  authorized  but un-issued shares of Common Stock to
such number of shares as shall be sufficient  for such
purpose.

    


    (7)  No  Impairment.  The  corporation  will  not,  by  amendment  of  its
certificate of incorporation or through any reorganization,  transfer
of assets,
consolidation,  merger,  dissolution,  issue or
sale of  securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by the corporation,  but will at all times in good
faith assist in the carrying out of all the provisions of this
Section  6.4  and in the  taking  of
all  such  action  as may
be  necessary  or appropriate  in order to
protect  the  conversion  rights of
the  holders of the Series C Stock against impairment.

    


    (8)   Effective
on Redemption.  Any shares of Series C Preferred Stock shall not be
redeemed pursuant to this designation if they have been converted into Common
Stock pursuant to this designation.

    


    g.
Security.  The assets of ABTTC and the shares of ABTTC shall be
collateral against the redeemable amount of the Preferred Stock.  The
holders of the Series C Preferred Stock shall have the right to filing a UCC
against such assets as they deem necessary.

    


    h. ABTTC
Shares and Assets.  The Company shall not encumber, sell,
transfer, or in anyway dispose of the shares of ABTTC or any of the assets of
ABTTC with prior written consent of the holders of Series C Preferred
Stock

    


    i.
Remedies, Characterization, Other Obligations, Breaches and Injunctive
Relief.

    


    The
remedies provided to a Holder in this Certificate of Designation shall be
cumulative and in addition to all other remedies available to such Holder under
this Certificate of Designation, at law or in equity (including without
limitation a decree of specific performance and/or other injunctive relief), no
remedy contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing contained herein shall limit
such Holder's right to pursue actual damages for any failure by the Corporation
to comply with the terms of this Certificate of Designation. The Corporation agrees
with each Holder that there shall be no characterization concerning this
instrument other than as specifically provided herein. Amounts set forth or
provided for herein with respect to payments, conversion and the like (and the
computation thereof) shall be the amounts to be received by the Holder hereof
and shall not, except as expressly provided herein, be subject to any other
obligation of the Corporation (or the performance thereof). The Corporation
acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holders and that the remedy at law for any such breach
may be inadequate. The Corporation agrees, in the event of any such breach or
threatened breach, each Holder shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being
required.

    


    j.  Failure
or Delay not Waiver.  No failure or delay on the part of a
Holder in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.

    


    k.     Protective
Provisions.

    


                     So
long as shares of Series C Preferred Stock are outstanding, the Corporation
shall not, without first obtaining the approval of the Holders of at least
two-thirds (2/3) of the then outstanding shares of Series C Preferred
Stock:

    


                              (i)     alter
or change the rights, preferences or privileges of the Series C Preferred Stock
or any other capital stock of the Corporation so as to affect adversely the
Series C Preferred Stock;

    


                              (ii)    create
any new class or series of capital stock having a preference over or ranking
pari passu with the Series C Preferred Stock as to redemption, the payment of
dividends or distribution of assets upon a Liquidation Event or any other
liquidation, dissolution or winding up of the Corporation;

    


                              (iii)   increase
the authorized number of shares of Preferred Stock;

    


                              (iv)    re-issue
any shares of Series C Preferred Stock which have been converted in accordance
with the terms hereof;

    


                              (v)     issue
any Senior Securities (other than the Company's Series B Participating
Convertible Preferred Stock pursuant to the terms of the Company's Series A
Participating Convertible Preferred Stock) or Pari Passu Securities;
or

    


                              (vi)    declare,
pay or make any provision for any dividend or distribution with respect to the
Common Stock or any other capital stock of the Corporation ranking junior to the
Series C Preferred Stock as to dividends or as to the distribution of assets
upon liquidation, dissolution or winding up of the Corporation.

    


             In
the event that Holders of at least two-thirds (2/3) of the then outstanding
shares of Series C Preferred Stock agree to allow the Corporation to alter or
change the rights, preferences or privileges of the shares of Series C Preferred
Stock pursuant to the terms hereof, or to waive any rights of the Holders
hereunder, then the Corporation will deliver notice of such approved change to
the holders of the Series C Preferred Stock that did not agree to such
alteration or change (the "Dissenting Holders") and the Dissenting Holders shall
have the right for a period of thirty (30) days following such delivery to
convert their Preferred Shares pursuant to the terms hereof as they existed
prior to such alteration or change, or to continue to hold such Preferred
Shares.  No such change shall be effective to the extent that, by its
terms, it applies to less than all of the Holders of Preferred Shares then
outstanding.

    


    l. Transfer of
Share.

    


             A
Holder may sell or transfer all or any portion of the Preferred Shares to any
person or entity as long as such sale or transfer is the subject of an effective
registration statement under the Securities Act or is exempt from registration
thereunder and otherwise is made in accordance with the terms of the Securities
Purchase Agreement.  From and after the date of such sale or transfer,
the transferee thereof shall be deemed to be a Holder.  Upon any such
sale or transfer, the Corporation shall, promptly following the return of the
certificate or certificates representing the Preferred Shares that are the
subject of such sale or transfer, issue and deliver to such transferee a new
certificate in the name of such transferee.

    


    


    These
rights, preferences, privileges and restrictions of the Series C Preferred Stock
of Forterus, Inc., are hereby approved by the Board of Directors of Forterus,
Inc., at a meeting of the Board of Directors of the Corporation held on July 8,
2008.

    


    WITNESS
the facsimile signature of the proper officers of the Company and its
corporate seal.  Dated as of July 8, 2008

    


    Forterus, Inc.

    


                                                By:
/s/ Wade Mezey

                                 
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